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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2021

or

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 001-36843

GRAPHIC

BIOHITECH GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

    

46-2336496

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

80 Red Schoolhouse Road, Suite 101
Chestnut Ridge, New York

10977

(Address of principal executive offices)

(Zip Code)

(845) 262-1081

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes       No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes        No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  

Accelerated filer  

Non-accelerated filer  

Smaller reporting company  

 

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes       No  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

   

Trading
Symbol(s)

   

Name of each exchange on which
registered

Common Stock, $0.0001 par value per share

 

BHTG

 

NASDAQ Capital Market

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

    

Outstanding as of August 4, 2021

Common Stock, $0.0001 par value per share

28,407,554

i

PART I -            FINANCIAL INFORMATION

Item 1.                Financial Statements

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,

    

2021

    

2020

    

2021

    

2020

Revenue

Equipment sales

$

2,630,993

$

$

4,897,506

$

323,116

Rental, service and maintenance

447,427

356,033

868,656

827,126

HEBioT

 

376,554

 

892,899

 

729,102

 

1,383,031

Management advisory and other fees (related party)

 

 

25,000

 

 

100,000

Total revenue

 

3,454,974

 

1,273,932

 

6,495,264

 

2,633,273

Operating expenses

 

 

 

 

Equipment sales

1,806,324

3,042,340

146,404

Rental, service and maintenance

 

297,463

 

151,695

 

553,172

 

412,530

HEBioT processing

 

879,491

 

1,020,277

 

1,556,768

 

1,832,704

Selling, general and administrative

 

2,012,397

 

1,897,442

 

3,658,354

 

3,815,865

Depreciation and amortization

 

501,098

 

569,764

 

1,002,931

 

1,184,966

Total operating expenses

 

5,496,773

 

3,639,178

 

9,813,565

 

7,392,469

Loss from operations

 

(2,041,799)

 

(2,365,246)

 

(3,318,301)

 

(4,759,196)

Other expenses

 

 

 

 

Interest (income)

 

(123)

 

(5,355)

 

(310)

 

(17,622)

Interest expense

 

1,031,011

 

1,025,319

 

2,059,416

 

2,037,610

Loss from unconsolidated entity

 

2,746

 

 

32,749

 

Total other expenses

 

1,033,634

 

1,019,964

 

2,091,855

 

2,019,988

Net loss

 

(3,075,433)

 

(3,385,210)

 

(5,410,156)

 

(6,779,184)

Net loss attributable to non-controlling interests

 

(695,229)

 

(720,329)

 

(1,395,739)

 

(1,543,006)

Net loss attributable to Parent

 

(2,380,204)

 

(2,664,881)

 

(4,014,417)

 

(5,236,178)

Other comprehensive income

Foreign currency translation adjustment

 

(5,369)

 

(1,437)

 

(16,044)

 

(30,136)

Comprehensive loss

$

(2,385,573)

$

(2,666,318)

$

(4,030,461)

$

(5,266,314)

Net loss attributable to Parent

$

(2,380,204)

$

(2,664,881)

$

(4,014,417)

$

(5,236,178)

Less – preferred stock dividends

(175,169)

(204,941)

(358,024)

(382,313)

Net loss – common shareholders

 

(2,555,373)

 

(2,869,822)

 

(4,372,441)

 

(5,618,491)

Net loss per common share - basic and diluted

$

(0.09)

$

(0.16)

$

(0.17)

$

(0.32)

Weighted average number of common shares outstanding - basic and diluted

 

28,259,677

 

17,437,068

 

26,301,029

 

17,406,788

See accompanying notes to unaudited interim condensed consolidated financial statements.

1

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

    

June 30,

    

2021

December 31, 

(Unaudited)

2020

Assets

Current Assets

Cash

$

2,279,060

$

2,403,859

Restricted cash

 

3,808,751

 

1,884,691

Accounts receivable, net of allowance for doubtful accounts of $181,565 and $151,459 as of June 30, 2021 and December 31, 2020, respectively

 

1,847,746

 

1,574,047

Inventory

 

1,381,338

 

695,110

Prepaid expenses and other current assets

 

259,374

 

184,274

Total Current Assets

 

9,576,269

 

6,741,981

Restricted cash

 

2,603,440

 

2,607,945

Equipment on operating leases, net

 

1,158,558

 

1,311,755

HEBioT facility, equipment, fixtures and vehicles, net

 

35,330,255

 

35,946,225

License and capitalized MBT facility development costs

 

8,037,859

 

8,072,471

Other assets

 

1,924,203

 

2,006,048

Total Assets

$

58,630,584

$

56,686,425

Liabilities and Stockholders’ Equity

 

 

  

Current Liabilities

 

 

  

Accounts payable

$

2,720,443

$

2,492,606

Accrued expenses and liabilities

 

1,332,718

 

2,515,724

Accrued interest payable

 

1,344,293

 

1,279,018

Customer deposits

 

2,026,555

 

1,802,725

Current portion of notes, bonds, debts and borrowings

 

10,992,863

 

10,120,457

Deferred revenue

 

268,871

 

138,961

Total Current Liabilities

 

18,685,743

 

18,349,491

Non-current portion of notes, bonds, debts and borrowings

 

29,352,846

 

29,645,227

Accrued interest (related party)

1,896,467

1,807,857

Non-current lease liabilities

 

1,157,414

 

1,216,861

Liabilities to non-controlling interests to be settled in subsidiary membership units

 

 

1,585,812

Total Liabilities

 

51,092,470

 

52,605,248

Series A redeemable convertible preferred stock, 333,401 shares designated and issued, and 95,312 and 125,312 outstanding as of June 30, 2021 and December 31, 2020, respectively

 

476,560

 

626,553

Commitments and Contingencies

 

 

Stockholders' Equity

 

 

Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 3,209,210 designated; 1,936,214 issued; 542,673 and 848,292 outstanding as of June 30, 2021 and December 31, 2020, respectively:

 

5,057,942

 

6,621,576

Common stock, $0.0001 par value, 50,000,000 shares authorized, 28,348,684 and 23,354,130 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

 

2,835

 

2,334

Additional paid in capital

 

69,682,816

 

60,253,664

Accumulated deficit

 

(68,852,919)

 

(64,419,802)

Accumulated other comprehensive (loss)

 

(159,858)

 

(143,814)

Stockholders’ equity attributable to Parent

 

5,730,816

 

2,313,958

Stockholders’ equity attributable to non-controlling interests

 

1,330,738

 

1,140,666

Total Stockholders’ Equity

 

7,061,554

 

3,454,624

Total Liabilities and Stockholders’ Equity

$

58,630,584

$

56,686,425

See accompanying notes to unaudited interim condensed consolidated financial statements.

2

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended

June 30,

    

2021

    

2020

Cash flows from operating activities:

 

  

 

  

Net loss

$

(5,410,156)

$

(6,779,184)

Adjustments to reconcile net loss to net cash used in operations:

 

 

Depreciation and amortization

 

1,002,931

 

1,184,966

Amortization of operating lease right of use assets

38,996

53,552

Provision for bad debts

 

30,000

 

61,119

Share based employee and vendor compensation

345,488

707,653

Interest resulting from amortization of financing costs and discounts

 

219,437

 

265,776

Loss from unconsolidated entity

32,749

Changes in operating assets and liabilities

 

(519,750)

 

593,507

Net cash used in operating activities

 

(4,260,305)

 

(3,912,611)

Cash flow from investing activities:

 

  

 

  

Purchases of facility, equipment, fixtures and vehicles

 

(184,914)

 

(50,731)

Refund of deposit

5,000

MBT facility development costs incurred

 

(28,388)

 

(36,996)

Net cash used in investing activities

 

(213,302)

 

(82,727)

Cash flows from financing activities:

 

  

 

  

Proceeds from the sales of common stock

6,895,618

Proceeds from the sale of Series F convertible preferred stock units

 

 

1,560,450

Proceeds from Payroll Protection Program Loan

421,300

Repayment of Senior secured note

(625,000)

Repayments of long-term debt

 

(2,163)

 

(2,496)

Related party advances, net

 

 

725,000

Net cash provided by financing activities

 

6,268,455

 

2,704,254

Effect of exchange rate on cash (restricted and unrestricted)

 

(92)

 

(20,208)

Net change in cash (restricted and unrestricted)

 

1,794,756

 

(1,311,292)

Cash - beginning of period (restricted and unrestricted)

 

6,896,495

 

5,536,952

Cash - end of period (restricted and unrestricted)

$

8,691,251

$

4,225,660

Supplementary cash flow information (cash paid during the periods):

Interest

$

1,524,097

$

1,491,867

Income taxes

Supplementary Disclosure of Non-Cash Investing and Financing Activities:

Transfer of inventory to leased equipment

$

54,000

$

67,604

Acquisition of right of use leased asset and creation of lease liability

412,647

Accrual of Series A preferred stock dividends

24,821

35,109

Payment of Series A preferred stock dividends in common stock

79,181

25,000

Payment of preferred stock dividends in common stock

390,460

Issuance of subsidiary membership interest in exchange for liabilities due non-controlling interest entity

1,918,947

Exchange of subsidiary non-controlling interest in exchange for liabilities owed Company by non-controlling interest entity

333,135

Reconciliation of Cash and Restricted Cash:

Cash

$

2,279,060

$

342,182

Restricted cash (current)

3,808,751

1,237,097

Restricted cash (non-current)

2,603,440

2,646,381

Total cash and restricted cash at the end of the period

$

8,691,251

$

4,225,660

See accompanying notes to unaudited interim condensed consolidated financial statements.

3

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Statement of Stockholders’ Equity Attributable to Parent for the Three Months Ended June 30, 2021:

Additional

    

Preferred Stock

    

Common Stock

    

Paid in

Accumulated

    

Shares

    

    

Shares

    

    

    

Comprehensive

    

Accumulated

    

Outstanding

Amount

Outstanding

Amount

Capital

Other Loss

Deficit

Total

Balance at April 1, 2021

 

711,880

$

5,756,272

 

28,057,379

$

2,806

$

68,897,016

$

(154,489)

$

(66,463,851)

$

8,037,754

Common stock issued to employee under restricted stock units and vendor for services rendered

 

26,786

 

3

 

(3)

 

 

 

Sr. E preferred stock conversion

 

(264,519)

 

(698,330)

264,519

 

26

 

698,304

 

 

 

Sr. A Preferred stock dividend accrual

(8,864)

(8,864)

Share-based employee and director compensation

 

 

 

87,499

 

 

 

87,499

Net loss

 

 

 

 

 

(2,380,204)

 

(2,380,204)

Foreign currency translation adjustment

 

 

(5,369)

(5,369)

Balance at June 30, 2021

447,361

$

5,057,942

28,348,684

$

2,835

$

69,682,816

$

(159,858)

$

(68,852,919)

$

5,730,816

Statement of Stockholders’ Equity Attributable to Parent for the Six Months Ended June 30, 2021:

Additional

Preferred Stock

Common Stock

Paid in

Accumulated

Shares

Shares

Comprehensive

Accumulated

    

Outstanding

    

Amount

    

Outstanding

    

Amount

    

Capital

    

Other Loss

    

Deficit

    

Total

Balance at January 1, 2021

 

722,980

$

6,621,576

 

23,354,130

$

2,334

$

60,253,664

$

(143,814)

$

(64,419,802)

$

2,313,958

Common stock sold, net of offering costs

 

3,416,663

 

342

 

6,895,276

 

 

 

6,895,618

Common stock issued to employee under restricted stock units and vendor for services rendered

 

201,298

20

90,700

90,720

Warrants exercised

148,471

15

(15)

Sr. A preferred stock conversion, dividend payments and accrual (Sr. A preferred is not included in equity preferred shares)

(30,000)

(150,000)

127,324

13

229,162

(22,962)

206,213

Sr. C preferred stock dividend payment

 

 

44,577

5

 

80,233

(80,238)

 

Sr. D preferred stock conversion and dividend payments

(11,100)

(865,304)

 

749,321

 

76

 

1,104,017

 

 

(238,789)

 

Sr. E preferred stock conversion

(264,519)

(698,330)

264,519

26

698,304

Sr. F preferred dividend payments

42,381

4

76,707

(76,711)

Share-based employee and director compensation

 

 

 

254,768

 

 

 

254,768

Net loss

 

 

 

 

 

(4,014,417)

 

(4,014,417)

Foreign currency translation adjustment

 

 

 

 

(16,044)

 

 

(16,044)

Balance at June 30, 2021

 

447,361

$

5,057,942

 

28,348,684

$

2,835

$

69,682,816

$

(159,858)

$

(68,852,919)

$

5,730,816

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Three Months Ended June 30, 2021:

Non- Controlling

Accumulated

    

Equity Interest

    

Deficit

    

Total

Balance at April 1, 2021

$

9,665,396

$

(7,639,429)

$

2,025,967

Net loss

 

 

(695,229)

 

(695,229)

Balance at June 30, 2021

$

9,665,396

$

(8,334,658)

$

1,330,738

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Six Months Ended June 30, 2021:

Non-Controlling

Accumulated

Equity Interest

Deficit

Total

Balance at January 1, 2021

    

$

8,079,585

    

$

(6,938,919)

    

$

1,140,666

Membership units issued to non-controlling member

1,918,946

1,918,946

Membership units assigned to BioHiTech by non-controlling member

 

(333,135)

 

 

(333,135)

Net loss

 

 

(1,395,739)

 

(1,395,739)

Balance at June 30, 2021

$

9,665,396

$

(8,334,658)

$

1,330,738

4

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited), continued

Statement of Stockholders’ Equity Attributable to Parent for the Three Months Ended June 30, 2020:

Additional

Accumulated 

Preferred Stock

Common Stock

  Paid in

Comprehensive

Accumulated

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Other Loss

    

Deficit

    

Total

Balance at April 1, 2020

    

723,914

$

6,698,348

17,417,288

$

1,741

    

$

49,953,089

    

$

(14,439)

    

$

(55,374,103)

    

$

1,264,636

Series F preferred stock issuance

566

62,794

 

2,206

 

 

 

65,000

Share-based employee and director compensation

20,000

2

 

312,415

 

 

 

312,417

Warrants exercised

372,304

37

 

(37)

 

 

 

Preferred stock dividends

 

 

 

(17,545)

 

(17,545)

Net loss

 

 

 

(2,664,881)

 

(2,664,881)

Foreign currency translation adjustment

 

 

1,437

 

 

1,437

Balance at June 30, 2020

724,480

$

6,761,142

17,809,592

$

1,780

 

$

50,267,673

 

$

(13,002)

 

$

(58,056,529)

 

$

(1,038,936)

Statement of Stockholders’ Equity Attributable to Parent for the Six Months Ended June 30, 2020:

Additional

Accumulated

Preferred Stock

Common Stock

Paid in

Comprehensive

Accumulated

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Other Loss

    

Deficit

    

Total

Balance at January 1, 2020

 

710,869

$

5,253,734

17,300,899

$

1,730

$

49,597,059

$

(43,138)

$

(52,785,242)

$

2,024,143

Series F preferred stock issuance

 

13,611

1,507,408

53,042

1,560,450

Share-based employee and director compensation

 

122,500

12

592,610

592,622

Preferred stock dividends paid in common stock

 

13,889

1

24,999

25,000

Warrants exercised

372,304

37

(37)

Preferred stock dividends

(35,109)

(35,109)

Net loss

(5,236,178)

(5,236,178)

Foreign currency translation adjustment

30,136

30,136

Balance at June 30, 2020

 

724,480

$

6,761,142

17,809,592

$

1,780

$

50,267,673

$

(13,002)

$

(58,056,529)

$

(1,038,936)

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Three Months Ended June 30, 2020:

Non-Controlling

Accumulated

    

Equity Interest

    

Deficit

    

Total

Balance at April 1, 2020

$

8,079,585

$

(3,556,680)

$

4,522,905

Net loss

 

(720,329)

 

(720,329)

Balance at June 30, 2020

$

8,079,585

$

(4,277,009)

$

3,802,576

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Six Months Ended June 30, 2020:

Non-Controlling

Accumulated

    

Equity Interest

    

Deficit

    

Total

Balance at January 1, 2020

$

8,079,585

$

(2,734,003)

$

5,345,582

Net loss

 

(1,543,006)

 

(1,543,006)

Balance at June 30, 2020

$

8,079,585

$

(4,277,009)

$

3,802,576

See accompanying notes to unaudited interim condensed consolidated financial statements.

5

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Note 1. Basis of Presentation and Going Concern

Nature of Operations - BioHiTech Global, Inc. (the “Company” or “BioHiTech”) through its wholly-owned and controlled subsidiaries, provides cost-effective and sustainable environmental management solutions. Our cost-effective technology solutions include the patented processing of municipal solid  waste into a valuable renewable fuel, biological disposal of food waste on-site, and proprietary real-time data analytics tools to reduce food waste generation. Our solutions enable businesses and municipalities of all sizes to lower disposal costs while having a positive impact on the environment. When used individually or in combination, our solutions lower the carbon footprint associated with waste transportation and can reduce or virtually eliminate landfill usage.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and globally and more recently in the United States intermittent increases in cases reported, as well as those from new strains of the virus. Vaccines developed for the initial strain of the virus have been released and are being distributed. The Company continues to monitor the near term and longer term impacts of COVID-19 and the related business and travel restrictions and other changes intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the nature of the pandemic, the magnitude and duration of the pandemic and its impact on the Company’s operations, liquidity and financial performance will depend on certain developments, including duration, spread and reemergence of the outbreak, its impact on our customers, supply chain partners and employees, and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, and the elimination of intercompany accounts and transactions  which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2020, which contains the audited financial statements and notes thereto, for the years ended December 31, 2020 and 2019 included within the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 16, 2021. The financial information as of December 31, 2020 presented hereto is derived from the audited consolidated financial statements presented in the Company’s audited consolidated financial statements for the year ended December 31, 2020. The interim results for the three and six months ended June 30, 2021 is not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

As of June 30, 2021 and December 31, 2020, the Company's active wholly-owned subsidiaries were BioHiTech America, LLC, BioHiTech Europe Limited, BHT Financial, LLC and BHT Renewables LLC (formerly E.N.A. Renewables LLC), and its controlled subsidiary was Refuel America LLC (68.2% and 60%, respectively) and its wholly-owned subsidiaries Apple Valley Waste Technologies Buyer, Inc., Apple Valley Waste Technologies, LLC, New Windsor Resource Recovery LLC and Rensselaer Resource Recovery LLC and its controlled subsidiary Entsorga West Virginia LLC (93.5% and 88.7%, respectively). As each of these subsidiaries operate as environmental-based service companies, we did not deem segment reporting necessary.

6

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Reclassifications to certain prior period amounts have been made to conform to current period presentation. These reclassifications have no effect on previously reported net loss.

Going Concern and Liquidity - For the six months ended June 30, 2021, the Company had a consolidated net loss of $5,410,156, incurred a consolidated loss from operations of $3,318,301 and used net cash in consolidated operating activities of $4,260,305. At June 30, 2021, consolidated total stockholders’ equity amounted to $7,061,554, consolidated stockholders’ equity attributable to parent amounted to $5,730,816, and the Company had a consolidated working capital deficit of $9,109,474. While the Company had not met certain of its senior secured note’s financial covenants as of June 30, 2021 and has received a waiver for such non-compliance through June 30, 2021, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules, the senior secured note amounting to $4,042,847 has been classified as current debt. The Company does not yet have a history of financial profitability. There is no assurance that the Company will continue to raise sufficient capital or debt to sustain operations or to pursue other strategic initiatives or that such financing will be on terms that are favorable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going and strategic plans, which include continuing to raise funds through equity and/or debt raises. Should the Company be unable to raise adequate funds, certain aspects of the on-going and strategic plans may require modification.

Note 2. Summary of Significant Accounting Policies

The condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the SEC on a consistent basis with and should be read in conjunction with our audited financial statements for the year ended December 31, 2020. Certain information has been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading.

Recent Accounting Pronouncements:

The Company has not implemented any recent accounting pronouncements during the six months ended June 30, 2021.

The Company has not implemented the following accounting standards:

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This standard requires an allowance to be recorded for all expected credit losses for certain financial assets. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. ASU 2016-13 is effective for public companies for interim and annual period beginning December 15, 2022. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial condition and results of operations.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments in this update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The amendments in this update were effective upon issuance for all entities through

7

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

December 31, 2022. The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure.

In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2022 (Early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure.

There have been no other recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to the Company.

Note 3. Equipment on Operating Leases, net

Equipment on operating leases consist of the following:

    

June 30, 

    

December 31, 

2021

2020

Leased equipment

$

3,126,388

$

3,066,359

Less: accumulated depreciation

 

(1,967,830)

 

(1,754,604)

Total Equipment on Operating Leases, net

$

1,158,558

$

1,311,755

The Company is a lessor of digester units under non-cancellable operating lease agreements expiring through January 2026.

During the three months ended June 30, 2021 and 2020, revenue under the agreements, which is included in rental, service and maintenance revenue, amounted to $332,589 and $312,278, respectively. During the six months ended June 30, 2021 and 2020, revenue under the agreements, which is included in rental, service and maintenance revenue, amounted to $653,194 and $698,532, respectively. During the three months ended June 30, 2021 and 2020, depreciation expense amounted to $114,520 and $116,272, respectively. During the six months ended June 30, 2021 and 2020, depreciation expense included in rental, service and maintenance expense, amounted to $229,312 and $232,138, respectively.

The minimum future estimated contractual payments to be received under these leases as of June 30, 2021 is as follows:

Year ending December 31,

    

  

2021, remaining

$

585,306

2022

 

875,449

2023

 

559,972

2024

 

250,441

2025 and thereafter

 

77,092

$

2,348,260

8

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Note 4. HEBioT facility, equipment, fixtures and vehicles, net

HEBioT facility, equipment, fixtures and vehicles, net consist of the following:

    

June 30, 

    

December 31,

    

2021

    

2020

HEBioT facility

 

$

31,177,426

 

$

31,172,856

HEBioT equipment

 

7,658,012

 

7,579,059

Computer software and hardware

 

112,074

 

115,374

Furniture and fixtures

 

48,196

 

48,196

Vehicles

 

50,319

 

50,319

 

39,046,027

 

38,965,804

Less: accumulated depreciation and amortization

 

(3,715,772)

 

(3,019,579)

Total HEBioT facility, equipment, fixtures and vehicles, net

 

$

35,330,255

 

$

35,946,225

Note 5. MBT Facility Development and License Costs

MBT Facility Development and License Costs consist of the following:

    

June 30, 

    

December 31, 

2021

2020

MBT Projects

 

  

 

  

Rensselaer, NY - Survey, engineering and legal

$

412,159

$

383,771

 

 

Technology Licenses

 

  

 

  

Future site

 

6,019,200

 

6,019,200

Martinsburg, West Virginia, net of $283,500 and $220,500 of amortization as of June 30, 2021 and December 31, 2020, respectively

 

1,606,500

 

1,669,500

Total Technology Licenses

 

7,625,700

 

7,688,700

Total MBT Facility Development and License Costs

$

8,037,859

$

8,072,471

MBT Facility Development Costs – During 2018, the Company commenced initial development of a project in Rensselaer, NY. On August 10, 2020 the NYSDEC, by letter, informed the Company that the application had been initially denied. The Company disagrees with this decision, and as is part of the process, has exercised its right to appeal the NYSDEC findings.

Note 6. Other Assets

Other assets consist of:

    

June 30,

    

December 31,

 2021

 2020

Right of use assets

$

1,227,051

$

1,266,047

Investment in East Shore Port Ventures LLC

 

678,553

 

711,302

Digester distribution agreements

 

10,099

 

20,199

Deposits

 

8,500

 

8,500

Total Other Assets

$

1,924,203

$

2,006,048

9

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Note 7. Notes, Bonds, Debts and Borrowings

Notes, Bonds, Debts and Borrowings consist of the following:

June 30, 2021

December 31, 2020

Unpaid

Net

Face

Net

Deferred

Carrying

Non-

Non-

    

Amount

    

Discounts

    

Costs

    

Balance

    

Current

    

Current

    

Current

    

Current

Demand note, line of credit

$

1,500,000

$

$

$

1,500,000

$

1,500,000

$

$

1,498,975

$

Advance from related party

 

935,000

 

 

 

935,000

 

935,000

 

 

935,000

 

Senior secured note

 

4,375,000

 

(296,117)

 

(36,036)

 

4,042,847

 

4,042,847

 

 

4,494,424

 

Payroll Protection Program note

 

421,300

 

 

 

421,300

 

 

421,300

 

327,678

 

93,622

Junior note due to related party

 

1,044,477

 

(61,864)

 

 

982,613

 

 

982,613

 

 

971,426

Notes payable to related party

1,001,400

(74,171)

927,229

375,525

551,704

Note payable

 

100,000

 

 

 

100,000

 

100,000

 

 

 

100,000

WV EDA senior secured bonds

 

33,000,000

 

 

(1,569,318)

 

31,430,682

 

4,035,000

 

27,395,682

 

2,860,000

 

28,476,359

Long term debts, remaining balances

 

6,038

 

 

 

6,038

 

4,491

 

1,547

 

4,380

 

3,820

Total Notes, Bonds, Debts and Borrowings

$

42,383,215

$

(432,152)

$

(1,605,354)

$

40,345,709

$

10,992,863

$

29,352,846

$

10,120,457

$

29,645,227

Contractual maturities and sinking fund payments of Notes, Bonds, Debts and Borrowings, based on face amounts, are as follows:

2021,

2025 and

    

remaining

    

2022

    

2023

    

2024

    

thereafter

    

Total

Demand note, line of credit

 

$

1,500,000

$

$

$

$

$

1,500,000

Advance from related party

 

935,000

 

 

 

935,000

Senior secured note

 

1,250,000

2,500,000

625,000

 

 

 

4,375,000

Payroll Protection Program note

 

421,300

 

 

 

421,300

Junior note due to related party

 

 

1,044,477

 

 

1,044,477

Notes payable to related party

166,900

500,700

333,800

1,001,400

Note payable

 

100,000

100,000

WV EDA senior secured bonds

 

2,860,000

1,175,000

1,265,000

1,360,000

26,340,000

33,000,000

Long term debts, remaining balances

 

2,217

3,821

6,038

Total Notes, Bonds, Debts and Borrowings

$

6,714,117

$

4,700,821

$

2,223,800

$

2,404,477

$

26,340,000

$

42,383,215

The Company did not meet certain of its senior secured note’s financial covenants as of June 30, 2021 and December 31, 2020, the Company and has received a waiver for such non-compliance through June 30, 2021. Despite its current compliance under the waiver, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules the senior secured note amounting to $4,042,847 has been classified as current debt.

The WVEDA Bonds agreement and indenture of trust place restrictions on the Borrower and its members regarding additional encumbrances on the property, disposition of the property, and limitations on equity distributions. The loan agreement also provides for financial covenants. As of June 30, 2021 and December 31, 2020 the Company was not in

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Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

compliance with all of the financial covenants and subsequently was in default on principal repayments due in 2020 and 2021 and has entered into a forbearance agreement with the bond trustee that provides, they will not accelerate the repayment of the bonds due to the defaults through July 1, 2022.

On May 19, 2021 the Company’s subsidiary Entsorga West Virginia, LLC (“EWV”) executed a series of notes related to the settlement of a previously recognized claim (See Note 10) with Entsorga S.p.A.(“ESpA”), the parent company of Enstorga USA, Inc., a non-controlling member of the Company’s EWV subsidiary. The series of notes are comprised of 24 monthly notes of $41,725 bearing interest at 1% if not paid at maturity, of which 4 notes, totaling $166,900 are only payable if ESpA successfully repairs certain equipment at the EWV facility. In addition to the 24 notes, there is a note for $253,296 (“default note”) that is only payable in the event of a default on the other notes due to ESpA. The 24 monthly notes totaling $1,001,400 have been discounted at the rate of 6.6%, resulting in an initial net balance due of $917,421, which is the amount that the Company had previously accrued for the claims made. The default note has not been recognized as the amount is contingent upon future events.

Note 8. Equity and Equity Transactions

The Company has 50,000,000 shares of its $0.0001 par common stock and 10,000,000 shares of blank check preferred stock authorized by its shareholders. As of June 30, 2021 and December 31, 2020, 28,348,684 and 23,354,130 shares of common stock have been issued; and 3,209,210 of preferred stock have been designated in five series of shares, which have a total of $1,611,241 in accumulated, but undeclared preferential dividends as of June 30, 2021, as follows:

Outstanding

Carrying Amount

Stated

Conversion

June 30,

December 31,

June 30,

December 31,

    

Designated

    

Issued

    

Value

    

Rate

    

2021

    

2020

    

2021

    

2020

Series A Convertible*

 

333,401

333,401

$

5.00

$

1.80

95,312

125,312

$

476,560

$

626,553

Series B Convertible

 

1,111,200

428,333

5.00

1.80

 

 

Series C Convertible

 

1,000,000

427,500

10.00

1.80

427,500

427,500

 

3,050,142

 

3,050,142

Series D Convertible

 

20,000

18,850

100.00

1.80

6,250

17,350

 

500,392

 

1,365,696

Series E Convertible

 

714,519

714,519

2.64

2.64

264,519

 

 

698,330

Series F Convertible

 

30,090

13,611

115.00

1.81

13,611

13,611

 

1,507,408

 

1,507,408

Total preferred stock

3,209,210

1,936,214

542,673

848,292

$

5,534,502

$

7,248,129

Excluding Series A*

$

5,057,942

$

6,621,576

*The Series A convertible shares are redeemable and are presented as temporary equity in the condensed consolidated balance sheets.

Under the terms of the Company’s senior lender agreements, the Company is restricted from paying dividends in cash, but is allowed to pay dividends in common stock. The Company, since its merger in 2015, has not paid any cash or stock dividends on common stock.

The consolidated financial statements include less than 100% owned and controlled subsidiaries and include equity attributable to non-controlling interests that take the form of the underlying legal structures of the less than 100% owned subsidiaries. Entsorga West Virginia LLC through its limited liability agreement and the agreements related to its WVEDA Bonds have restrictions on distributions to and loans to owners while the WVEDA Bonds are outstanding.

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BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Sale of registered common shares During the six months ended June 30, 2021, registered share activity was comprised of the following transactions.

On February 19, 2021, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”), having an aggregate offering price of up to $25 million (the “ATM Offering”). Effective April 16, 2021, the Sales Agreement became ineligible for future sales.

During March 2021, through a series of transactions, the Company sold 3,416,663 shares of its common stock under the Sales Agreement at an average price per share of $2.11.The net proceeds to the Company from the offering were:

Gross proceeds

    

$

7,211,729

Less:

 

  

Agent’s fees

 

(216,388)

Legal fees

 

(80,671)

Accounting fees

 

(18,180)

Filing and other fees

 

(872)

Net proceeds to the Company

$

6,895,618

On April 29, 2021, 264,519 shares of the Company’s Series E preferred stock were converted into 264,519 shares of the Company’s common stock. The shares were registered under the Company’s registration statement on Form S-8 (Registration Statement No. 333-225999).

During the six months ended June 30, 2021, two participants from the Company’s stock incentive plans, were issued 129,298 shares of common stock pursuant to a restricted stock unit agreement. The shares were registered under the Company’s registration statement on Form S-3 (Registration Statement No. 333-229093).

Sale/issuance of unregistered common shares During the six months ended June 30, 2021, unregistered share activity was comprised of the following transactions.

The Company issued 72,000 shares of unregistered common stock to a vendor at market ($90,720) in connection with services rendered.

Two holders of common stock warrants exercised their warrants in cashless exercises resulting in the issuance of 148,471 shares of common stock. These unregistered shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder (“Regulation D Exemption”).

The Company issued 921,222 shares of common stock, under Regulation D Exemption, to shareholders of the Company’s Series A, C and D convertible preferred stock in connection: with the conversion of 11,100 shares of preferred stock, and the payment of accrued and accumulated dividends in accordance with the terms of the preferred stock Certificates of Designation.

The Company issued 42,381 shares of common stock, to shareholders of the Company’s Series F convertible preferred stock in connection the payment of accumulated dividends in accordance with the terms of the preferred stock Certificate of Designation.

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BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Warrants – In connection with the issuance of convertible debt, preferred and common stock and in connection with services provided, the Company has warrants to acquire 3,316,128 shares of the Company’s common stock outstanding as of June 30, 2021, as follows:

Weighted Average

Expiring During the Year

Warrant

Exercise Price

Exercises Price

Ending December 31,

    

Shares

    

per Share

    

per Share

2021

 

509,094

$3.30

$

3.30

2022

 

1,198,149

$1.80 - $5.00

2.94

2023

 

740,749

$1.80

1.80

2024

 

269,293

$1.80

1.80

2025

 

598,843

$1.31 - $2.25

1.80

The following table summarizes the outstanding warrant activity for the six months ended June 30, 2021:

Outstanding, January 1, 2021

    

4,776,361

Exercised - cashless common shares issued

(267,500)

Expired

 

(1,192,733)

Outstanding, June 30, 2021

 

3,316,128

Equity Incentive Plans  — The Company has two shareholder approved equity incentive plans. There were no grants or awards during the six months ended June 30, 2021. The following provides the compensation expense by award type and by classification in the condensed consolidated statements of operations and comprehensive loss:

Three months ended June 30, 

Six months ended June 30, 

    

2021

    

2020

    

2021

    

2020

Stock options

$

12,912

$

41,318

$

29,273

$

89,778

Restricted stock

 

74,587

 

271,099

 

225,495

 

502,844

Total

$

87,499

$

312,417

$

254,768

$

592,622

Three months ended June 30, 

Six months ended June 30, 

    

2021

    

2020

    

2021

    

2020

Rental, service and maintenance

$

7,645

$

3,003

$

9,696

$

6,320

Selling, general and administrative

 

79,854

 

309,414

245,072

586,302

Total

$

87,499

$

312,417

$

254,768

$

592,622

Non-controlling Interest Transactions — Effective March 19, 2021, the Company and its Refuel America LLC subsidiaries concluded an agreement with Apple Valley Waste Services, Inc. and its parent company Gold Medal Holdings, Inc. and Gold Medal Group, LLC (the Company’s co-investor in Refuel America, LLC) whereby, leading up to the effective date, during 2020 EWV offset its accounts receivable amounting to $1,487,835 due from the AVWS entities against $1,487,835 in EWV accounts payable to AVWS entities and AVWS entities offset its accounts receivable amounting to $1,487,835 due from the EWV against $1,487,835 in AVWS entities accounts payable to EWV. Following the offsetting, EWV continued to owe AVWS $1,918,947, which the parties agreed to convert into 3,198.24 convertible preferred units of EWV, which were issued as of the effective date. In connection with this transaction AVWS made claims for amounts owed in excess of what had been recognized by EWV and in connection with this settlement agreement, EWV recognized an expense of $646,196 relating to this transaction during the year ended December 31, 2020.

AVWS exchanged the EWV convertible preferred units for 1,918,947 each of preferred and class A units of Refuel, of which AVWS assigned 333,135.33 each of preferred and class A units of Refuel in settlement of a debt owed to the Company amounting to $333,135.

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BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

As of December 31, 2020, the $1,585,812 net non-controlling ownership interest resulting from this transaction is reflected in the Company’s financial statements as a non-current liability – Liabilities to non-controlling interests to be settled in subsidiary membership interests. During the six months ended June 30, 2021, this $1,585,812 has been reflected as a capital contribution to non-controlling equity interests.

Note 9. Leases

The Company did not enter into or modify any existing leases during the six months ended June 30, 2021. The current portion of the lease liabilities of $214,664 is included in accrued expenses and liabilities in the accompanying consolidated balance sheets. Maturities of lease liabilities under these leases, which have a weighted average remaining term of 19.6 years, as of June 30,2021 is:

Year Ending December 31,

    

2021, remaining

$

108,332

2022

 

217,571

2023

 

219,140

2024

 

220,732

2025 and thereafter

 

2,912,917

Total lease payments

 

3,678,692

Less imputed interest

 

(2,306,613)

Present value of lease liabilities

$

1,372,079

Total lease costs under operating leases amounted to $57,129 and $55,356 for the three months, and $114,259 and $110,712 for the six months ended June 30, 2021 and 2020, respectively.

Note 10. Commitments and Contingencies

During the six months ended June 30, 2021 the Company was involved in the following legal matter.

During September 2020, the Company’s Entsorga West Virginia subsidiary received notice that an affiliate of a minority owner of the facility, who also provided intellectual property, equipment and engineering services relating to the set-up and initial operation of the facility, was claiming it was owed $917,420 related to services contracted as part of the facility’s construction and initial start-up and operation. The Company incurred offsetting costs and expenses greater than the claim correcting or replacing the services that were contracted but that were either not performed or performed correctly. As a result of this claim and the related costs incurred by the Company to cure the deficiencies in the services that were contracted, the Company has reflected an impairment charge amounting to $917,420 during the year ended December 31, 2020. On May 19, 2021 the Company signed an agreement, effective May 7, 2021, settling this matter through the issuance of notes payable as described in Note 7. Notes, Bonds, Debts and Borrowings.

From time to time, the Company may be involved in other legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations

Note 11. Revenue

The Company recognizes revenue as services are performed or products are delivered and generally recognize revenue for the gross amount of consideration received as we are generally the primary obligor (or principal) in our contracts with customers as we hold complete responsibility to the customer for contract fulfillment.  We record amounts collected from customers for sales tax on a net basis.

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BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Disaggregation of Revenue — The disaggregation of revenue is as follows:

Three months ended June 30,

Six months ended June 30,

    

2021

    

2020

    

2021

    

2020

Revenue Type:

 

 

  

 

 

  

 

  

 

 

  

Revenue recognized over time:

Rental of digesters

$

332,589

$

312,279

$

653,194

$

698,533

Revenue recognized at a point in time:

Services

 

291,783

 

576,405

 

583,900

 

1,177,838

Product sales

 

2,830,602

 

385,248

 

5,258,170

 

756,902

Total

$

3,454,974

$

1,273,932

$

6,495,264

$

2,633,273

Note 12. Risk Concentrations

The Company operates as a single segment on a worldwide basis through its subsidiaries, resellers and independent sales agents. Gross revenues and net non-current tangible assets on a domestic and international basis are as follows:

    

United

    

    

States

International

Total

2021:

Revenue, for the six months ended June 30, 2021

$

6,323,061

$

172,203

$

6,495,264

Revenue, for the three months ended June 30, 2021

3,365,791

89,183

3,454,974

Non-current tangible assets, as of June 30, 2021

 

36,235,312

 

262,001

 

36,497,313

2020:

 

 

 

Revenue, for the six months ended June 30, 2020

$

2,447,633

$

185,640

$

2,633,273

Revenue, for the three months ended June 30, 2020

1,221,723

52,209

1,273,932

Non-current tangible assets, as of December 31, 2020

 

36,972,067

 

294,413

 

37,266,480

Major customers During the three months ended June 30, 2021, one customer represented at least 10% of revenues, accounting for 81.3% of revenues. During the three months ended June 30, 2020, two customers represented at least 10% of revenues, accounting for 37.7% (Gold Medal Group, LLC, an affiliated entity, “GMG”) and 23.2% of revenues. During the six months ended June 30, 2021, one customer represented at least 10% of revenues, 78.4% of revenues. During the six months ended June 30, 2020, two customers represented at least 10% of revenues, 36.8% (GMG) and 11.8% of revenues

As of June 30, 2021, one customer represented at least 10% of accounts receivable, accounting for 68.4% of accounts receivable. As of December 31, 2020 two customers represented at least 10% of accounts receivable, accounting for 50.6% and 11.7% (GMG) of accounts receivable.

Vendor concentration During the three months ended June 30, 2021, two vendors represented at least 10% of costs of revenue, accounting for 25.3% and 16.8% of costs of revenue. During the three months ended June 30, 2020, one vendor represented at least 10% of costs of revenue, accounting for 40.6% (GMG). During the six months ended June 30, 2021, three vendors represented at least 10% of costs of revenue, accounting for 25%, 17.8% and 14% of costs of revenue. During the six months ended June 30, 2020, one vendor represented at least 10% of costs of revenue, accounting for 32.4% (GMG).

As of June 30, 2021 and December 31, 2020, no vendors represented at least 10%of accounts payable.

Affiliate relationship GMG owns a 31.8% interest in Refuel America, LLC, a consolidated subsidiary of the Company. GMG’s subsidiaries, which are not consolidated in the Company’s financial statements have several business relationships with the Company and its subsidiaries that result in revenues and expenses noted above.

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BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Note 13. Related Party Transactions

Related parties include Directors, Senior Management Officers, and shareholders, plus their immediate family, who own a 5% or greater ownership interest at the time of a transaction. Related parties also include GMG and its subsidiaries as a result of its interest in Refuel America, LLC (“Refuel”), a consolidated entity of the Company.

The tables below presents the face amount of direct related party assets and liabilities and other transactions or conditions as of or during the periods indicated.

    

    

June 30,

    

December 31, 

2021

2020

Assets:

Accounts receivable

 

(a) (b)

$

82,956

$

206,352

Intangible assets, net, included in other assets

 

(c)

 

10,099

 

20,199

Liabilities:

 

 

Accounts payable

 

(c) (d) (e) (f)

 

384,698

 

294,040

Accrued interest payable

 

(h)

 

256,370

 

196,033

Accrued liabilities

(j)

917,420

Notes payable

(j)

927,229

Long term accrued interest

 

(g)

 

1,896,467

 

1,807,857

Advance from related party

 

(h)

 

935,000

 

935,000

Junior promissory note

 

(g)

 

982,613

 

971,426

Liabilities to non-controlling interests to be settled in subsidiary membership units

(k)

1,585,812

Other:

 

 

Line of credit guarantee

 

(i)

 

1,500,000

 

1,498,975

Three months ended June 30,

Six months ended June 30, 

    

    

2021

    

2020

    

2021

    

2020

Management advisory and other fees

 

(a)

$

$

25,000

$

$

100,000

HEBioT revenue

 

(b)

 

134,559

 

448,079

 

288,885

 

855,770

Operating expenses - HEBioT

 

(d)

 

14,493

 

475,583

 

41,312

 

774,386

Operating expenses - Selling, general and administrative

 

(e)

 

137,944

 

16,358

 

137,944

 

41,514

Operating expenses - Selling, general and administrative

 

(c) (f)

 

18,750

 

110,683

 

37,500

 

221,366

Interest expense

 

(g) (h) (j)

 

103,643

 

99,073

 

205,104

 

197,021

Debt guarantee fees

 

(i)

 

16,875

 

16,875

 

33,750

 

33,750

Summary notes:

a -

Management Advisory Fees

    

f -

Business Services Fees

b -

HEBioT Disposal Revenues

g -

Junior Promissory Note

c -

Distribution Agreement

h -

Advances from Related Parties

d -

Disposal costs

i -

Line of Credit

e -

Facility Lease

j -

Claims by Related Party settled in Notes Payable – Note 7. Notes, Bonds, Debts and Borrowings.

Note 14. Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements

16

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

Note 15. Condensed Consolidating Financial Information

The WVEDA Solid Waste Disposal Revenue Bond obligations of Entsorga West Virginia LLC are not guaranteed by its members, including the Company, however the membership interests of Entsorga West Virginia LLC are pledged, and the debt agreements provide restrictions prohibiting distributions to the members, including equity distributions or providing loans or advances to the members.

The following pages present the Company’s condensed consolidating balance sheet as of June 30, 2021, the condensed consolidating statements of operations for the three and six months ended June 30, 2021 and 2020, and condensed consolidating cash flows for the six months ended June 30, 2021 and 2020 of Entsorga West Virginia LLC and the Parent consolidated with other Company subsidiaries not subject to the WVEDA Solid Waste Disposal Revenue Bond restrictions and the elimination entries necessary to present the Company’s financial statements on a consolidated basis. The following condensed consolidating financial information should be read in conjunction with the Company's consolidated financial statements.

Condensed Consolidating Balance Sheet as of June 30, 2021

    

Parent

    

Entsorga

    

    

and other

West

Subsidiaries

Virginia LLC

Eliminations

Consolidated

Assets

 

  

 

  

 

  

 

  

Cash

$

2,257,929

$

21,131

$

$

2,279,060

Restricted cash

 

 

3,808,751

 

 

3,808,751

Other current assets

 

9,880,155

 

366,925

 

(6,758,622)

 

3,488,458

Current assets

 

12,138,084

 

4,196,807

 

(6,758,622)

 

9,576,269

Restricted cash

 

 

2,603,440

 

 

2,603,440

HEBioT facility and other fixed assets

 

1,171,098

 

35,317,715

 

 

36,488,813

MBT facility development and license costs

 

6,431,359

 

1,606,500

 

 

8,037,859

Other assets

 

1,043,046

 

881,157

 

 

1,924,203

Total assets

$

20,783,587

$

44,605,619

$

(6,758,622)

$

58,630,584

Liabilities and stockholders’ equity

 

 

 

 

Notes, bonds, debts and borrowings

$

6,582,338

$

4,410,525

$

$

10,992,863

Other current liabilities

 

4,677,667

 

9,773,835

 

(6,758,622)

 

7,692,880

Current liabilities

 

11,260,005

 

14,184,360

 

(6,758,622)

 

18,685,743

Notes, bonds, debts and borrowings

 

1,642,161

 

28,868,099

 

 

30,510,260

Accrued interest

 

1,896,467

 

 

 

1,896,467

Total liabilities

 

14,798,633

 

43,052,459

 

(6,758,622)

 

51,092,470

Redeemable preferred stock

 

476,560

 

 

 

476,560

Stockholders' equity:

 

 

 

 

Attributable to parent

 

5,508,394

 

1,553,160

 

(1,330,738)

 

5,730,816

Attributable to non-controlling interests

 

 

 

1,330,738

 

1,330,738

Stockholders’ equity

 

5,508,394

 

1,553,160

 

 

7,061,554

Total liabilities and stockholders’ equity

$

20,783,587

$

44,605,619

$

(6,758,622)

$

58,630,584

17

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Condensed Consolidating Statement of Operations for the three months ended June 30, 2021

    

Parent

    

Entsorga

    

    

and other

West

Subsidiaries

Virginia LLC

Eliminations

Consolidated

Revenue

$

3,078,420

$

376,554

$

$

3,454,974

Operating expenses

 

 

 

Equipment

 

1,806,324

 

 

1,806,324

Rental, service and maintenance expense

 

297,463

 

 

297,463

HEBioT

 

 

879,491

 

879,491

Selling, general and administrative

 

1,424,740

 

587,657

 

2,012,397

Depreciation and amortization

 

121,013

 

380,085

 

501,098

Total operating expenses

 

3,649,540

 

1,847,233

 

5,496,773

Loss from operations

(571,120)

(1,470,679)

(2,041,799)

Other (income) expenses, net

356,727

676,907

1,033,634

Net loss

$

(927,847)

$

(2,147,586)

$

$

(3,075,433)

Condensed Consolidating Statement of Operations for the six months ended June 30, 2021

Parent  

    

Entsorga 

    

    

and other

West 

    

Subsidiaries

    

Virginia LLC

    

Eliminations

    

Consolidated

Revenue

$

5,766,162

$

729,102

$

$

6,495,264

Operating expenses

  

  

  

  

Equipment

3,042,340

  

3,042,340

Rental, service and maintenance expense

 

553,172

 

 

 

553,172

HEBioT

 

 

1,556,768

 

 

1,556,768

Selling, general and administrative

 

2,679,938

 

978,416

 

 

3,658,354

Depreciation and amortization

 

245,864

 

757,067

 

 

1,002,931

Total operating expenses

 

6,521,314

 

3,292,251

 

 

9,813,565

Loss from operations

 

(755,152)

 

(2,563,149)

 

 

(3,318,301)

Other (income) expenses, net

 

747,065

 

1,344,790

 

 

2,091,855

Net loss

$

(1,502,217)

$

(3,907,939)

$

$

(5,410,156)

18

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2021

    

Parent

    

Entsorga

    

    

and other

West

Subsidiaries

Virginia LLC

Eliminations

Consolidated

Cash flows used in operating activities:

 

  

 

  

 

  

 

  

Net loss

$

(1,502,217)

$

(3,907,939)

$

$

(5,410,156)

Non-cash adjustments to reconcile net loss to net cash used in operations

 

839,324

 

830,277

 

 

1,669,601

Changes in operating assets and liabilities

 

(5,699,080)

 

5,179,330

 

 

(519,750)

Net cash used in operations

 

(6,361,973)

 

2,101,668

 

 

(4,260,305)

Cash flow used in investing activities:

 

 

 

 

Purchases (sales) of facility, equipment, fixtures and vehicles

 

 

(184,914)

 

 

(184,914)

Other investing activities

 

(28,388)

 

 

 

(28,388)

Net cash used in investing activities

 

(28,388)

 

(184,914)

 

 

(213,302)

Cash flows from financing activities:

 

 

 

 

Issuances of debt and equity

 

6,895,618

 

 

 

6,895,618

Repayments of debt

 

(627,163)

 

 

 

(627,163)

Net cash provided by financing activities

 

6,268,455

 

 

 

6,268,455

Effect of exchange rate on cash

 

(92)

 

 

 

(92)

Cash – beginning of period (restricted and unrestricted)

 

2,379,927

 

4,516,568

 

 

6,896,495

Cash – end of period (restricted and unrestricted)

$

2,257,929

$

6,433,322

$

$

8,691,251

Condensed Consolidating Statement of Operations for the three months ended June 30, 2020

    

Parent

    

Entsorga

    

    

and other

West

Subsidiaries

Virginia LLC

Eliminations

Consolidated

Revenue

$

381,033

$

892,899

$

$

1,273,932

Operating expenses

 

 

 

HEBioT

 

 

1,020,277

 

1,020,277

Rental, service and maintenance expense

 

151,695

 

 

151,695

Equipment

 

 

 

Selling, general and administrative

 

1,615,049

 

282,393

 

1,897,442

Depreciation and amortization

 

124,612

 

445,152

 

569,764

Total operating expenses

 

1,891,356

 

1,747,822

 

3,639,178

Loss from operations

(1,510,323)

(854,923)

(2,365,246)

Other (income) expenses, net

378,737

641,227

1,019,964

Net loss

$

(1,889,060)

$

(1,496,150)

$

$

(3,385,210)

19

Table of Contents

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020 and as of June 30, 2021 and December 31, 2020

Condensed Consolidating Statement of Operations for the six months ended June 30, 2020

Parent  

    

Entsorga 

    

    

and other

West 

    

Subsidiaries

    

Virginia LLC

    

Eliminations

    

Consolidated

Revenue

$

1,250,242

$

1,383,031

$

$

2,633,273

Operating expenses

  

  

  

  

HEBioT

1,832,704

1,832,704

Rental, service and maintenance expense

 

412,530

 

 

 

412,530

Equipment

 

146,404

 

 

 

146,404

Selling, general and administrative

 

3,283,828

 

532,037

 

 

3,815,865

Depreciation and amortization

 

249,346

 

935,620

 

 

1,184,966

Total operating expenses

 

4,092,108

 

3,300,361

 

 

7,392,469

Loss from operations

 

(2,841,866)

 

(1,917,330)

 

 

(4,759,196)

Other (income) expenses, net

 

726,965

 

1,293,023

 

 

2,019,988

Net loss

$

(3,568,831)

$

(3,210,353)

$

$

(6,779,184)

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2020

    

Parent

    

Entsorga

    

    

 

and other

West

 

Subsidiaries

Virginia LLC

Eliminations

Consolidated

Cash flows used in operating activities:

 

 

  

 

 

  

 

 

  

 

 

  

Net loss

 

$

(3,568,831)

 

$

(3,210,353)

 

$

 

$

(6,779,184)

Non-cash adjustments to reconcile net loss to net cash used in operations

 

1,259,695

 

1,013,371

 

 

2,273,066

Changes in operating assets and liabilities

 

(1,845,609)

 

2,439,116

 

 

593,507

Net cash used in operations

 

(4,154,745)

 

242,134

 

 

(3,912,611)

Cash flow used in investing activities:

 

 

 

 

Purchases of construction in-progress, equipment, fixtures and vehicles

 

(2,649)

 

(48,082)

 

 

(50,731)

Other investing activities

 

(31,996)

 

 

 

(31,996)

Net cash used in investing activities

 

(34,645)

 

(48,082)

 

 

(82,727)

Cash flows from financing activities:

 

 

 

 

Issuances of debt and equity

 

2,706,750

 

 

 

2,706,750

Repayments of debt

 

(2,496)

 

 

 

(2,496)

Net cash provided by financing activities

 

2,704,254

 

 

 

2,704,254

Effect of exchange rate on cash

 

(20,208)

 

 

 

(20,208)

Cash – beginning of period (restricted and unrestricted)

 

1,847,526

 

3,689,426

 

 

5,536,952

Cash – end of period (restricted and unrestricted)

 

$

342,182

 

$

3,883,478

 

$

 

$

4,225,660

20

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in our Form 10-K, as filed with the United States Securities and Exchange Commission, or the SEC, on April 16, 2021.

Cautionary Note Regarding Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and globally and more recently in the United States intermittent increases in cases reported, as well as those from new strains of the virus. Vaccines developed for the initial strain of the virus have been released and are being distributed. The Company continues to monitor the near term and longer term impacts of COVID-19 and the related business and travel restrictions and other changes intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the nature of the pandemic, the magnitude and duration of the pandemic and its impact on the Company’s operations, liquidity and financial performance will depend on certain developments, including duration, spread and reemergence of the outbreak, such as the Delta variant, its impact on our customers, supply chain partners and employees, and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

Company Overview

The Company’s mission is to reduce the environmental impact of the waste management industry through the development and deployment of cost-effective technology solutions. The Company’s suite of technologies includes on-site biological processing equipment for food waste, patented processing facilities for the conversion of municipal solid waste into an E.P.A. recognized renewable fuel, and proprietary real-time data analytics tools to reduce food waste generation. These proprietary solutions may enable certain businesses and municipalities of all sizes to lower disposal costs while having a positive impact on the environment. When used individually or in combination, we believe that the Company’s solutions can reduce the carbon footprint associated with waste transportation, repurpose non-recyclable plastics, and significantly reduce landfill usage.

21

Revolution Series™ Digesters

The Company currently markets an aerobic digestion technology solution for the disposal of food waste at the point of generation. Its line of Revolution Series Digesters have been described as self-contained, robotic digestive systems that we believe are as easy to install as a standard dishwasher with no special electrical or plumbing requirements. Units range in size depending upon capacity, with the smallest unit approximately the size of a residential washing machine. The digesters utilize a biological process to convert food waste into a liquid that is safe to discharge down an ordinary drain. This process can result in a substantial reduction in costs for customers including cruise lines, restaurants, retail stores, hospitals, hotel/hospitality companies and governmental units by eliminating the transportation and logistics costs associated with food waste disposal. The process also reduces the greenhouse gases associated with food-waste transportation and decomposition in landfills that have been linked to climate change. The Company offers its Revolution Series Digesters in several sizes targeting small to mid-sized food waste generation sites that are often more economical than traditional disposal methods. The Revolution Series Digesters are manufactured and assembled in the United States.

In an effort to expand the capabilities of its digesters, the Company developed a sophisticated Internet of Things (“IoT”) technology platform to provide its customers with transparency into their internal and supply chain waste generation and operational practices. This patented process collects weight related data from the digesters to deliver real-time data that provides valuable information that when analyzed, can improve efficiency and validate corporate sustainability efforts. The Company provides its IoT platform through a SaaS (“Software as a Service”) model that is either bundled in it rental agreements or sold through a separate annual software license. The Company continues to add new capacity sizes to its line of Revolution Series Digesters to meet customer needs.

HEBioT Resource Recovery Technology

The Company expanded its technology business in 2016 through the acquisition of certain development rights to a patented Mechanical Biological Treatment (“MBT”) technology developed by a European engineering firm that relies upon High Efficiency Biological Treatment (“HEBioT”) to process waste at the municipal or enterprise level. The technology results in a substantial reduction in landfill usage by converting a significant portion of intake, including organic waste and non-recyclable plastics, into a United States EPA recognized alternative fuel that can be used as a partial replacement for coal. The Company is currently exploring additional uses for its Solid Recovered Fuel (“SRF”) such as gasification, fuel for cogeneration and as a feedstock for bio-plastics.

The Company also, through a series of transactions in 2017 and 2018, acquired a controlling interest in the Nation’s first municipal waste processing facility utilizing the HEBioT technology located in Martinsburg, West Virginia (the “Martinsburg Facility”). The Martinsburg Facility, which commenced operations in 2019, is capable of processing up to 110,000 tons of mixed municipal waste annually. At full capacity, the Martinsburg Facility can achieve an estimated annual savings of over 2.3 million cubic feet of landfill space and eliminate many of the greenhouse gases associated with landfilling that waste. The Company plans to build additional HEBioT facilities in the coming years.

Combined Offering

The Company’s suite of products and services positions it as a provider of cost-effective, technology-based alternatives to traditional waste disposal in the United States. The use of the Company’s technology solutions independently or in combination, can help its customers meet sustainability goals by achieving a significant reduction in greenhouse gases associated with waste transportation and landfilling. In addition, the repurposing of municipal waste into a cleaner burning, EPA recognized, renewable fuel can further reduce potentially harmful emissions associated with traditional means of disposal. The overall reduction in carbon and other greenhouse gases that are linked to climate change that could be achieved through the utilization of the Company’s technology can serve as a model for the future of waste disposal in the United States.

Other Offerings

In addition to the Company’s core products focused on reducing the environmental impact of the waste management industry, the Company may enter into distributorships, or like agreements, as a result of symmetry with our

22

customers and prospects. In 2020 the Company entered into a distribution agreement with Altapure, LLC, to distribute its patented line of ultrasonic based disinfecting, environmentally-friendly, automated and touchless high-level sub-micron aerosol disinfection system focused on demand for post-COVID environmental technologies. The Company recognized its first sale under this agreement in October 2020.

Results of operations for the three months ended June 30, 2021

compared to the three months ended June 30, 2020

Overview

The Company continued its revenue growth in the quarter ended June 30, 2021 with total revenues of $3,454,974 increasing 14% over the first quarter of 2021, 38% over the fourth quarter of 2020 and 171% over the comparative second quarter of 2020. Total revenues of $3,454,974 mark the third consecutive new quarterly high since the Company went public in 2015. During the second quarter of 2021, all of the business lines reported revenue growth over the first quarter of 2021.

The overall contribution (revenues, less direct costs) increased to 14% of revenue in the second quarter of 2021, as compared to 8% in the comparative second quarter of 2020, however decreased from 29% in the first quarter of 2021 primarily driven by supply chain pressures and an increase in stainless steel prices in equipment sales.

Selling, general and administrative expenses as a percentage of revenues increased to 58% in the second quarter of 2021, as compared to 54% in the first quarter of 2021 and decreased as compared to 149% in the comparative second quarter of 2020. The increase in the second quarter was the result of a decrease of $190,309 in the Digester and Corporate line offset by an increase of $305,264 in the HEBioT line.

The loss from operations as a percentage of revenue decreased to 59% in in the second quarter of 2021, as compared to 186% in the comparative second quarter of 2020, and decreased from 42% in the first quarter of 2021.

The Company continues to achieve growth in the Digester and Corporate line of business that has been driven by sales to Carnival Cruise Lines such that the second quarter revenues increased in the second quarter of 2021 by 15% to $3,078,420 as compared to the first quarter revenues of $2,687,742. The revenues of the HEBioT line have continued to be hampered by maintenance and repairs shutdowns at its SRF customer resulting in a 7% increase in revenues to $376,554 during the second quarter of 2021 as compared to the first quarter of 2021. As compared to the second quarter of 2020, the second quarter of 2021 Digester and Corporate line of business revenues increased by over 700% from $381,033 to $3,078,420 driven by Carnival Cruise Lines equipment sales, while the HEBioT line decreased by 58% from $892,899 to $376,554 due to the continuing maintenance and repairs shutdowns at its SRF customer, as well as by an adjustment in 2020 relating to a take-or-pay provision in the SRF customer’s contract.

23

The results of operations by business line are presented below.

Three months ended June 30,

Digester and Corporate

HEBioT

Total

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

Revenue

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Equipment sales

$

2,630,993

$

$

2,630,993

$

$

 

$

2,630,993

$

$

2,630,993

Rental, services and maintenance

 

447,427

 

356,033

 

91,394

 

 

 

 

447,427

 

356,033

 

91,394

HEBioT

 

 

 

 

376,554

 

892,899

 

(516,345)

 

376,554

 

892,899

 

(516,345)

Management and advisory fees and other

 

 

25,000

 

(25,000)

 

 

 

 

 

25,000

 

(25,000)

Total Revenue

 

3,078,420

 

381,033

 

2,697,387

 

376,554

 

892,899

 

(516,345)

 

3,454,974

 

1,273,932

 

2,181,042

Operating Expenses

 

 

 

 

 

 

 

 

 

Equipment sales

 

1,806,324

 

 

1,806,324

 

 

 

 

1,806,324

 

 

1,806,324

Rental, services and maintenance

 

297,463

 

151,695

 

145,768

 

 

 

 

297,463

 

151,695

 

145,768

HEBioT

 

 

 

 

879,491

 

1,020,277

 

(140,786)

 

879,491

 

1,020,277

 

(140,786)

Selling, general and administrative

 

1,424,740

 

1,615,049

 

(190,309)

 

587,657

 

282,393

 

305,264

 

2,012,397

 

1,897,442

 

114,955

Depreciation and amortization

 

121,013

 

124,612

 

(3,599)

 

380,085

 

445,152

 

(65,067)

 

501,098

 

569,764

 

(68,666)

Total operating expenses

 

3,649,540

 

1,891,356

 

1,758,184

 

1,847,233

 

1,747,822

 

99,411

 

5,496,773

 

3,639,178

 

1,857,595

Loss from operations

 

(571,120)

 

(1,510,323)

 

939,203

 

(1,470,679)

 

(854,923)

 

(615,756)

 

(2,041,799)

 

(2,365,246)

 

323,447

Other expenses, net

 

356,727

 

378,737

 

(22,010)

 

676,907

 

641,227

 

35,680

 

1,033,634

 

1,019,964

 

13,670

Net loss

$

(927,847)

$

(1,889,060)

$

961,213

$

(2,147,586)

$

(1,496,150)

$

(651,436)

$

(3,075,433)

$

(3,385,210)

$

309,777

Contribution

The contribution by business line and product is presented below.

Three months ended June 30,

 

Digester and Corporate

HEBioT

Total

 

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

 

Contribution

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Equipment sales

$

824,669

$

$

824,669

$

$

$

$

824,669

$

$

824,669

 

31

%  

 

 

31

%  

 

 

 

 

31

%  

 

 

31

%

Rental, services and maintenance

 

149,964

 

204,338

 

(54,374)

 

 

 

 

149,964

 

204,338

 

(54,374)

 

34

%  

 

57

%  

 

(23)

%  

 

 

 

 

34

%  

 

57

%  

 

(23)

%

HEBioT

 

 

 

 

(502,937)

 

(127,378)

 

(375,559)

 

(502,937)

 

(127,378)

 

(375,559)

 

 

 

 

(134)

%  

 

(14)

%  

 

(120)

%  

 

(134)

%  

 

(14)

%  

 

(120)

%

Management and advisory fees and other

 

 

25,000

 

(25,000)

 

 

 

 

 

25,000

 

(25,000)

 

 

100

%  

 

(100)

%  

 

 

 

 

 

100

%  

 

(100)

%

Total contribution

$

974,633

$

229,338

$

745,295

$

(502,937)

$

(127,378)

$

(375,559)

$

471,696

$

101,960

$

369,736

 

32

%

 

60

%

 

(28)

%

 

(134)

%

 

(14)

%

 

(119)

%

 

14

%

 

8

%

 

6

%

The overall Digester and Corporate contribution increased to $974,633 during the second quarter as compared to $229,338 in the comparative second quarter of 2020 and $1,196,017 during the first quarter of 2021. These 2021 quarterly increases of 2020 were primarily the result of increased digester sales to Carnival Cruise Lines. The contribution margin during the second quarter of 2021 was 32%, as compared to 60% during the comparative second quarter of 2020 prior to the deliveries of digesters to Carnival Cruise Lines. During the first quarter of 2021, the contribution margin was 44%. The decrease from the first quarter of 2021 to the second quarter of 2021 was  driven by supply chain pressures and an increase in stainless steel prices in equipment sales.

As noted previously, revenues have been constrained at the HEBioT facility and as such, with a high level of fixed costs for each of the second quarters of 2021 and 2020, as well as the first quarter of 2021, the facility has had negative contributions.

24

Selling, General and Administrative Expenses

Three months ended June 30,

Digester and Corporate

HEBioT

Total

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

Selling, general and administrative expenses

Staffing

$

770,678

$

701,372

$

69,306

$

81,065

$

44,337

$

36,728

$

851,743

$

745,709

$

106,034

Stock based compensation

 

79,854

 

309,414

 

(229,560)

 

 

 

 

79,854

 

309,414

 

(229,560)

Professional fees

 

239,413

 

300,053

 

(60,640)

 

33,138

 

90,609

 

(57,471)

 

272,551

 

390,662

 

(118,111)

Office operations

 

124,425

 

117,434

 

6,991

 

162,475

 

31,589

 

130,886

 

286,900

 

149,023

 

137,877

Other expenses

 

210,370

 

186,776

 

23,594

 

310,979

 

115,858

 

195,121

 

521,349

 

302,634

 

218,715

Total Selling, general and administrative expenses

$

1,424,740

$

1,615,049

$

(190,309)

$

587,657

$

282,393

$

305,264

$

2,012,397

$

1,897,442

$

114,955

Consolidated staffing and stock based compensation expenses of $931,597 during the second quarter of 2021 reflect the impact of staffing reductions initiated in 2020, offset by increases in management across all lines and administrative staffing at the HEBioT facility, resulting in a decrease of $123,526 (12%) from the second quarter of 2020. Professional fees decreased by $118,111 primarily due to a reduction in investor relations fees. Office operations expenses increased by $137,877 as compared to the second quarter of 2020 with the majority of the increase attributable to the HEBioT facility, which increased primarily due to a local property tax. Other expenses increased by $218,716 as compared to the second quarter of 2020 due to an increase of $195,121 at the HEBioT facility primarily due to an adjustment of the West Virginia landfill assessment.

Depreciation and Amortization

Consolidated depreciation and amortization of $501,098 for the second quarter of 2021 decreased from $569,764 for the second quarter of 2020 due to adjustments in the depreciation expense over the remaining lives of assets at the HEBioT faculty.

Other Expenses

Consolidated other expenses of $1,033,634 for the second quarter of 2021 decreased from $1,058,221 during the first quarter of 2021 primarily as a result of lower absorbed equity method losses from our investment in  East Shore Port Ventures, LLC, and increased from $1,019,964 during the comparative second quarter of 2020 due a decrease in income earned on restricted cash and an increase in interest.

Results of operations for the six months ended June 30, 2021

compared to the six months ended June 30, 2020

Overview

The Company continued its revenue growth during the six months ended June 30, 2021 with total revenues of $6,495,264 increasing 147% over the comparative period in of 2020.

The overall contribution rate (revenues, less direct costs) increased to 21% during the six months ended June 30, 2021, as compared to 9% in the comparative period in of 2020, increasing to $1,342,984 from $241,635, respectively.

Selling, general and administrative expenses as a percentage of revenues decreased to 56% during the six months ended June 30, 2021, as compared to 145% in the comparative period in of 2020, decreasing to $3,658,354 from $3,815,865, respectively.

The loss from operations as a percentage of revenue decreased to 51% during the six months ended June 30, 2021, as compared to 181% in the comparative period in of 2020.

25

The Company continues to achieve growth in the Digester and Corporate line of business that has been driven by sales to Carnival Cruise Lines such that the operating loss was driven down to $755,152 during the six months ended June 30, 2021 from $2,841,866 during the six months ended June 30, 2020.

During the six months ended June 30, 2021 revenues at the HEBiot facility were $729,102, a decrease of $653,929 from the six months ended June 30, 2020, which was offset in part by a $275,936 decrease in the related direct costs, resulting in a gross negative contribution of $827,666 and $449,673 during the respective periods. The HEBioT facility have continued to be hampered by maintenance and repairs shutdowns at its SRF customer. In addition to the increase in negative contribution, the facility’s selling, general and administrative expenses increased by $446,379 driven by increases in property taxes and landfill assessments.

The results of operations by business line are presented below.

Six months ended June 30,

Digester and Corporate

HEBioT

Total

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

Revenue

Equipment sales

$

4,897,506

$

323,116

$

4,574,390

$

$

$

4,897,506

$

323,116

$

4,574,390

Rental, services and maintenance

 

868,656

 

827,126

 

41,530

 

 

 

 

868,656

 

827,126

 

41,530

HEBioT

 

 

 

 

729,102

 

1,383,031

 

(653,929)

 

729,102

 

1,383,031

 

(653,929)

Management and advisory fees and other

 

 

100,000

 

(100,000)

 

 

 

 

 

100,000

 

(100,000)

Total Revenue

 

5,766,162

 

1,250,242

 

4,515,920

 

729,102

 

1,383,031

 

(653,929)

 

6,495,264

 

2,633,273

 

3,861,991

Operating Expenses

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Equipment sales

 

3,042,340

 

146,404

 

2,895,936

 

 

 

 

3,042,340

 

146,404

 

2,895,936

Rental, services and maintenance

 

553,172

 

412,530

 

140,642

 

 

 

 

553,172

 

412,530

 

140,642

HEBioT

 

 

 

 

1,556,768

 

1,832,704

 

(275,936)

 

1,556,768

 

1,832,704

 

(275,936)

Selling, general and administrative

 

2,679,938

 

3,283,828

 

(603,890)

 

978,416

 

532,037

 

446,379

 

3,658,354

 

3,815,865

 

(157,511)

Depreciation and amortization

 

245,864

 

249,346

 

(3,482)

 

757,067

 

935,620

 

(178,553)

 

1,002,931

 

1,184,966

 

(182,035)

Total operating expenses

 

6,521,314

 

4,092,108

 

2,429,206

 

3,292,251

 

3,300,361

 

(8,110)

 

9,813,565

 

7,392,469

 

2,421,096

Loss from operations

 

(755,152)

 

(2,841,866)

 

2,086,714

 

(2,563,149)

 

(1,917,330)

 

(645,819)

 

(3,318,301)

 

(4,759,196)

 

1,440,895

Other expenses, net

 

747,065

 

726,965

 

20,100

 

1,344,790

 

1,293,023

 

51,767

 

2,091,855

 

2,019,988

 

71,867

Net loss

$

(1,502,217)

$

(3,568,831)

$

2,066,614

$

(3,907,939)

$

(3,210,353)

$

(697,586)

$

(5,410,156)

$

(6,779,184)

$

1,369,028

Contribution

The contribution by business line and product is presented below.

    

Six months ended June 30,

 

Digester and Corporate

HEBioT

Total

 

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

    

2021

    

2020

    

Change

 

Contribution

 

Equipment sales

$

1,855,166

$

176,712

$

1,678,454

$

$

$

$

1,855,166

$

176,712

$

1,678,454

 

38

%  

 

55

%  

 

(17)

%  

 

 

 

 

38

%  

 

55

%  

 

(17)

%

Rental, services and maintenance

 

315,484

 

414,596

 

(99,112)

 

 

 

 

315,484

 

414,596

 

(99,112)

 

36

%  

 

50

%  

 

(14)

%  

 

 

 

 

36

%  

 

50

%  

 

(14)

%

HEBioT

 

 

 

 

(827,666)

 

(449,673)

 

(377,993)

 

(827,666)

 

(449,673)

 

(377,993)

 

 

 

 

(114)

%  

 

(33)

%  

 

(81)

%  

 

(114)

%  

 

(33)

%  

 

(81)

%

Management and advisory fees and other

 

 

100,000

 

(100,000)

 

 

 

 

 

100,000

 

(100,000)

 

 

100

%  

 

(100)

%  

 

 

 

 

 

100

%  

 

(100)

%

Total contribution

$

2,170,650

$

691,308

$

1,479,342

$

(827,666)

$

(449,673)

$

(377,993)

$

1,342,984

$

241,635

$

1,101,349

 

38

%  

 

55

%  

 

(17)

%  

 

(114)

%  

 

(33)

%  

 

(81)

%  

 

21

%  

 

9

%  

 

12

%

The overall Digester and Corporate contribution increased to $2,170,650 during the six months ended June 30, 2021 as compared to $691,308 in the comparative first half of 2020. This increases were primarily the result of increased digester sales to Carnival Cruise Lines. The contribution margin during the first half of 2021 was 38%, as compared to 55% during the comparative first half of 2020 prior to the deliveries of digesters to Carnival Cruise Lines.

As noted previously, revenues have been constrained at the HEBioT facility and as such, with a high level of fixed costs for each of the first halves of 2021 and 2020, the facility has had negative contributions.

26

Selling, General and Administrative Expenses

    

Six months ended June 30,

 

Digester and Corporate

HEBioT

Total

    

2021

    

2020

    

Change

    

2021

 

2020

    

Change

    

2021

    

2020

    

Change

Selling, general and administrative expenses

Staffing

$

1,339,297

$

1,467,140

$

(127,843)

$

178,766

$

80,216

$

98,550

$

1,518,063

$

1,547,356

$

(29,293)

Stock based compensation

 

245,072

 

586,303

 

(341,231)

 

 

 

 

245,072

 

586,303

 

(341,231)

Professional fees

 

482,254

 

556,370

 

(74,116)

 

51,788

 

102,687

 

(50,899)

 

534,042

 

659,057

 

(125,015)

Office operations

 

244,929

 

230,495

 

14,434

 

342,673

 

119,324

 

223,349

 

587,602

 

349,819

 

237,783

Other expenses

 

368,386

 

443,520

 

(75,134)

 

405,189

 

229,810

 

175,379

 

773,575

 

673,330

 

100,245

Total Selling, general and administrative expenses

$

2,679,938

$

3,283,828

$

(603,890)

$

978,416

$

532,037

$

446,379

$

3,658,354

$

3,815,865

$

(157,511)

Consolidated staffing and stock based compensation expenses of $1,763,135 during the first half of 2021 reflect the impact of staffing reductions initiated in 2020, offset in by increases in management across all lines and administrative staffing at the HEBioT facility, resulting in a decrease of $370,524 (17%) from the first half of 2020. Professional fees decreased by $125,015 primarily due to a reduction in investor relations fees. Office operations expenses increased by $237,783 as compared to the second quarter of 2020, driven primarily by a local property tax revaluation at the HEBioT facility. Other expenses increased by $100,245 as compared to the first half of 2020 due to an increase of $175,379 at the HEBioT facility primarily due to an adjustment of the West Virginia landfill assessment and an increase in bond trust fees.

Depreciation and Amortization

Consolidated depreciation and amortization of $1,002,931 during the six months ended June 30, 2021 decreased  by $182,035 from $1,184,966 during the six months ended June 30, 2020 due to adjustments initiated in 2021 in the depreciation expense over the remaining lives of assets at the HEBioT faculty.

Other Expenses

Consolidated other expenses of $2,091,855 during the six months ended June 30, 2021 increased by $71,867 from $2,019,988 during the six months ended June 30, 2020 due absorption of a $32,749 loss from an unconsolidated investment and increases in the amortization of debt discounts and costs due to the increasing balance of the debt and a reduction in interest income in bond related trust funds due to lower interest rates.

Liquidity and Capital Resources

For the six months ended June 30, 2021, the Company had a consolidated net loss of $5,410,156, incurred a consolidated loss from operations of $3,318,301 and used net cash in consolidated operating activities of $4,260,305. At June 30, 2021, consolidated total stockholders’ equity amounted to $7,061,554, consolidated stockholders’ equity attributable to parent amounted to $5,730,816, and the Company had a consolidated working capital deficit of $9,109,474. While the Company had not met certain of its senior secured note’s financial covenants as of June 30, 2021 and has received a waiver for such non-compliance through June 30, 2021, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules, the senior secured note amounting to $4,042,847 has been classified as current debt. The Company does not yet have a history of financial profitability. There is no assurance that the Company will continue to raise sufficient capital or debt to sustain operations or to pursue other strategic initiatives or that such financing will be on terms that are favorable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Cash

As of June 30, 2021 and December 31, 2020, the Company had unrestricted cash balances of $2,279,060 and $2,403,859, respectively. In addition, as of June 30, 2021 and December 31, 2020, the Company had restricted cash balances of $6,412,191 and $4,492,636 relating to its West Virginia EDA senior secured bonds.

Borrowing and Debt

See Note 7. Notes, Bonds, Debts and Borrowings to the Financial Statements filed herewith.

27

Cash Flows

Cash flows used in operating activities — We used $4,260,305 of cash in operating activities during the six months ended June 30, 2021, an increase of $347,694 over $3,912,611 of cash used in operating activities during the six months ended June 30, 2020. Excluding the change in operating assets and liabilities, we used $3,740,555 of cash in operating activities during the six months ended June 30, 2021, a decrease of $765,563 over $4,506,118 of cash used in operating activities during the six months ended June 30, 2020. Our net loss for the six months ended June 30, 2021 of $5,410,156 was reduced by $1,669,601 of non-cash operating income and expenses as compared to a net loss for the six months ended June 30, 2020 of $6,779,184 that was reduced by $2,273,066 of non-cash operating income and expenses.

Cash flows used in investing activities — $213,302 of cash was used in investing activities during the six months ended June 30, 2021, as compared to a usage of $82,727 during the six months ended June 30, 2020.

Cash flows from financing activities — Cash flows from financing activities amounted to $6,268,455 during the six months ended June 30, 2021, an increase of $3,564,201 from $2,704,254 of cash flows from financing activities during the six months ended June 30, 2020. This increase was due to an increase in cash flows from the issuance of common stock shares of $6,895,618, offset in part by debt repayments of $627,163, as compared to $1,560,450, $421,300 and $725,000 raised during the six months ended June 30, 2020 through a preferred stock private placement, a Payroll Protection Loan and net related party advances, respectively, offset by debt repayments of $2,496.

Off Balance Sheet Arrangements

We have not entered into or are a party to any off-balance sheet arrangements during the six months ended June 30, 2021.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that a material weakness existed and that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Because of our limited operations, we have a small number of employees which prohibits a segregation of duties, which results in a material weakness over disclosure controls and procedures, as well as internal control over financial reporting. The Company has not had access to sufficient resources within the accounting function, which restricted the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. We expect to add additional resources as we grow and expand our overall operations. However, there can be no assurance that our operations will expand.

28

Changes in Internal Controls Over Financial Reporting

There have not been any significant changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II -

OTHER INFORMATION

Item 1.

Legal Proceedings.

From time to time, we are a party to, or otherwise involved in, legal proceedings arising in the normal and ordinary course of business. As of the date of this report, we are not aware of any proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.

Item 1A.

Risk Factors.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not Applicable.

Item 5.

Other Information.

Not Applicable.

Item 6.

Exhibits.

See the exhibits listed in the accompanying “Index to Exhibits.”

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BioHiTech Global, Inc.

 

 

August 9, 2021

By:

/s/ Anthony Fuller

Name: 

Anthony Fuller

Title:

Chief Executive Officer

 

(Principal Executive Officer)

 

 

By:

/s/ Brian C. Essman

Name:

Brian C. Essman

Title:

Chief Financial Officer and Treasurer

 

(Principal Financial and Accounting Officer)

30

INDEX TO EXHIBITS

Exhibit

 

 

 

Incorporated by Reference

 

Filed or
Furnished

No.

    

Exhibit Description

    

Form

    

Date

    

Number

    

Herewith

31.1

 

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended

 

 

 

 

 

 

 

Filed

31.2

 

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended

 

 

 

 

 

 

 

Filed

32.1

 

Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Furnished*

32.2

 

Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Furnished*

101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

 

 

 

 

Filed

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

Filed

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

Filed

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

Filed

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

Filed

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

Filed

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Filed

* This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-X.

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to our Corporate Secretary at 80 Red Schoolhouse Road, Chestnut Ridge, New York 10977.

31

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